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INSTRUCTIONS FOR FILING AND AMENDING

Form TA-1

Instructions for Use

5. “Registrant” refers to the entity on whose

behalf Form TA-1 is filed.

General: Form TA-1 is to be used to register or amend

6. “SEC” refers to the Securities and Exchange

registration as a transfer agent with the Comptroller of

the Currency, the Board of Governors of the Federal

Commission.

Reserve System, or the Federal Deposit Insurance Cor-

7. “Transfer agent” is defined in Section 3(a)(25)

poration pursuant to Section 17A of the Securities

of the Act as any person who engages on behalf

Exchange Act of 1934.

of an issuer of securities, or on behalf of itself

Attention: Certain statutes applicable to transfer agents

as an issuer, in at least one of the functions

are referenced or summarized below. Transfer agents

enumerated therein.

are urged to review all applicable provisions of the Fed-

8. Examples of transfer agent functions include

eral securities laws.

maintaining records of securityholders, main-

Note: Detailed guidance for each item on Form TA-1

taining records of securities and securities cer-

appears under Part II—Special Instructions for Com-

tificates issued, transferring ownership of secu-

pleting Form TA-1.

rities, countersigning securities upon issue,

monitoring an issue of securities to preclude

over- or under-issuance, and the exchanging or

Part I. General Instructions for Filing

converting of securities. “Book-issue” securi-

ties (those where no securities certificates are

and Amending Form TA-1

issued) are also included.

A. Terms and Abbreviations. The following terms and

B. Who Must File. Under Section 17A(c)(1) of the

abbreviations are used throughout these

Act, it is unlawful for any transfer agent to perform

instructions.

any transfer agent function with respect to any

1. “Act” refers to the Securities Exchange Act of

qualifying security unless that transfer agent is reg-

1934.

istered with its ARA.

2. “ARA” refers to the appropriate regulatory

A “qualifying security” is any security registered

agency, as defined in Section 3(a)(34)(B) of the

under Section 12 of the Act. Thus, qualifying secu-

Act. See General Instruction D on page 3.

rities include securities registered on a national

securities exchange pursuant to Section 12(b) of

3. “Federal Bank Regulators” or “FBRs” refers

the Act, as well as equity securities registered pur-

to the Office of the Comptroller of the Cur-

suant to Section 12(g)(1) of the Act for issuers that

rency (“OCC”), the Board of Governors of the

have:

Federal Reserve System (“FRB”), and the Fed-

eral Deposit Insurance Corporation (“FDIC”).

1. total assets exceeding $10,000,000 and a class

4. “Form TA-1” includes the Form and any

of equity security (other than an exempted

attachments, whether filed as a registration or

security) held of record by either 2,000 persons,

an amendment.

or 500 persons who are not accredited investors

TA-1-1

Form TA-1

Instructions

December 2016

Instructions For Preparation Of Transfer Agent Registration And Amendment Form Ta-1 - Federal Deposit Insurance Corporation - 2016 Page 2

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